Mother of My Best Friend

As I lowered my denims and breeches, I felt the cool, dark air assault my previously unexposed area of the body. I felt anxious.

She was facing away from me, now, clad only in her blue, satin panties with their white, lace, trim. She had her right knee drawn up trying to remove her white, thigh-high stocking, using the nightstand to steady herself. Her body was composed of fair skin, a relatively flat abdomen, substantial, weighty breasts which undulated mightily while she performed even the most delicate of movements. Her sturdy hips providing the framework for her full backside which -- although perfectly proportionate to her voluptuous body -- would have been out of place on a younger, lesser woman.

She turned toward me with the distant, weary expression which only appears to affect large-breasted women, either from the responsibility of their weight, or the burden of man's attraction to them. She carried this expression with her always, but it was distant now.

She placed her hand on my shoulder and stepped toward me -- my firmness pressing against the satin of her panties as the nipples crowning her magnificent breasts pressed against my chest.

I was an eighteen-year-old of average height, but she was two inches taller and seemed more. I had only been with girls of my own age and who were shorter than I. In comparison, Miss Tanner was in her mid-forties and much larger, albeit Junoesque. But she never flaunted her body, on the contrary, her appeal was in her plainness. Never dressing down in order to hide herself, but, she never intentionally showing her anatomical gifts. ... And if one were to see any cleavage, or draw any conception of her substantial and perfectly formed backside, it was only by mere chance.

She slid her hand down the length of my arm from my shoulder to my hand -- which she took in her own and dragged upward along her body until my palm was on her breast. My hand felt small as it explored the grand curves of her fleshy globe. She watched me intently and I began to feel self-conscious, not sure how far she would let this go. Girls I had dated were often flighty when it came to playing around, often getting me aroused then changing their mind when confronted with what they felt were crude or abrupt advancements. This left me tentative and often kept me from fully letting go in such situations.

But as Miss Tanner -- her right hand still holding my left to her breast -- reached her other arm around the back of my neck and drew me in, the last image of her mouth -- before disappearing against my own -- was of a barely perceptible smile. She began light pecks, occasionally taking my lower lip between hers and sucking it gently. Then she placed her mouth fully onto mine and introduced her tongue to me. I had French-kissed a few girls before, but somehow with a woman as old as Miss Tanner, and as mature as she, it felt almost forbidden. I became aware of the time of night and realized that I was alone with this woman in her house, closed away in a secluded room in the home's basement bedroom, and that there were hours in which anything could happen in this place, at this time, far away from the awareness of others... And the feeling of this was electric in my body. I felt as though everyone in the world was asleep, even God, and this woman and I were allowed total privacy to explore our primitive desires fully and without repercussion.

Her right hand released my left and gently pushed me away to make room for her hand continuing its downward path until it had found the object of her intention, which she lifted and ran her intuitive fingers along its underside. At that point, I was so consumed by passion, I became aware of my heart's incessant pounding in my chest and found it difficult to fully breathe. I felt the wondrous sensation of her gently gripping then relaxing it before she set into a rhythmic pulling, so methodical and steady, as if she was setting a pace that could last days. Each upward pull seemed to be her attempt at bringing it closer to her bosom.

My left hand lay motionless on her breast as I was consumed by my other senses. She was relentless in her steady motion and her tongue massaged my own while her feminine breath washed over my face and flooded my senses. Her left hand gently rubbing circles on my back, giving me encouragement. My right hand, lying dormant along my side to this point, awakened and reached forward to touch her, finally meeting her upper thigh.

With that, she drew her hand to my shoulder and pushed me away gently, breaking the kiss. Her hand again found mine and she led me two half-steps over to the bedside, where we re-embraced with her lower body pinning my rigidity between us. Without breaking the kiss, she lowered herself onto the bed, leading me to her. She drew one knee up until her foot was on the edge of the mattress to help her move to the center of the bed.

I looked down, and then leaning over, I could see the under region of her thigh and where the outline of her panties met the clefts on either side of her covered mound. The material covering this area I could then see was thinner -- woven in fine mesh -- and decorated in floral halftones. The shade of her dark hair was visible; I became lost by the sight of this. I leaned closer to her until her knee was against my chest, then I pushed toward her and she responded by pulling her knee in toward her the rest of the way, leaving everything exposed and in full offering.

My right palm instinctively found the underside of her upper leg and my hand spread flat as it roamed downward until she curved. When I found this grand area, I started massaging and moving around the curves, feeling all of her. Then my hand slid across to her soft, panty-covered mound and began gently rubbing it. Warmth exuded from this part of her. Her kissing became more detached until she broke it at once and looked at me. I continued massaging her gently but more firmly and the delicate, pale flesh of her face flushed -- either from her sensation or from my boldness.

She grasped my wrist firmly and pulled my hand until it met the mattress behind her and we were at an angle, with me hovering above her, her leg then beside me. She placed both her hands on the mattress and pushed herself back away from me until she sat in the center of the bed with her legs straight out in front of her -- her breasts echoing her movements in weighted exaggeration. She patted the area of the mattress next to her glorious hip and winked. A sly smile emerged from her sober expression; she knew that she had full control over me.

Could I go through with this? This was a mother. This was my fallen friend's mother. Paul, my friend, who I had grown up with, and went through high school with. My friend who had died five months earlier in an auto accident.

Divorced years earlier, she didn't have anyone to help her with her grief. ... And so she had turned to me, Paul's best friend, to draw comfort immediately following the tragedy -- to recollect the broken pieces of her lost relationship with him.

It began innocent enough with her and I looking through old pictures, or watching home movies centered around him, even going out to eat at restaurants they had frequented together. But her loneliness seemed to grow worse with every day. Soon, she was planning things to do, like going to the movies, cooking me dinner, watching television -- things unrelated to Paul. Our relationship began to feel different. She no longer treated me just as Paul's friend, but also as an equal.

From the time I was twelve until now, I have been attracted to Paul's mom -- her beauty, her graceful way of doing ordinary things, her no-frills pragmatism, her womanly curves... I had masturbated to so many women during these years, but she played the "starring role" most often in my mind's pornographic imaginings.

Ever since Paul had died, she began giving me a hug every time I left her house, but the hugs began lasting longer... And after watching a popular movie on cable neither of us had seen -- a movie with some gratuitous sex scenes -- we both fell silent.

When the movie ended we made a few comments about the nonsexual parts of the movie's plot, then I put my jacket on to go home. This time the goodbye hug was more full and deliberate, and she punctuated it by kissing my cheek. The feeling of being in a full embrace, feeling her large breasts pressed against me, the smell of her perfume, the feel of her lips against my cheek, all swirled in my head. While walking the three blocks home to my house, the scent of her perfume stayed with me. It was not the citrusy, sharp perfumes that girls my age seemed to wear, it was a complex fragrance that was mature and sophisticated, and seemed to define her as much as she defined it.

Tonight, she had asked me to come over to watch a movie she had rented. She had told me to let myself in, and I was sitting on the couch when she came in from her bedroom saying she had just taken a shower. She was wearing an all-black silk robe that came down to the mid-thigh area. She sat on the love seat, while I was on the main couch. She started some small talk while she pulled her hair back in a pony tail. And while she had her hands behind her head cinching the band around her hair, the robe fell partly open and I could see the side of her ample breast. When she finished, she patted the cushion next to her and I walked awkwardly over and sat next to her on the love seat.

When she started the movie, I knew right away that it was not a box office hit of any kind. The audio was very poor, and the quality of the video seemed not much better than that of a camcorder. When the title flashed across the screen, my first instinct was that they had mistakenly given her the wrong movie and I turned to look at her. When she didn't look at me, and her face and neck reddened slightly -- with no discernable change to her expression -- I realized that no mistake had been made. It hit me in a wave: She wanted to watch a porno with me. A feeling of excitement, horny-ness, and fear all swelled up inside of me at once, making me feel dizzy and nauseous.

The opening scene of the video showed an older woman and boy around my age sitting on a couch together engaged in small talk. The stilted dialogue with the actors' uninspired delivery didn't lessen its impact; it heightened it, in fact. Why else would two people watch such a horrific display of acting and plot development other than to watch what, no doubt, would soon happen.

The older woman on the screen scooted closer to the young man and began rubbing the area of his jeans where his two legs joined. Seconds later she helped him off with his jeans and began running her hand along his firmness until she lowered her head to his lap and proceeded with lubricating him -- running her tongue along its underside, then swirling it along its cap.

I was reaching a level of awkward excitement that my heart sounded like it was beating against my ear drums. I was stealing glances at Miss Tanner from the corners of my vision -- still too afraid to look her in the eye. I had the feeling she felt similarly, as she watched the television and futzed with what was an attempt at an appropriate facial expression. The actors' lewd sounds and actions filled the room and juxtaposed our total silence and frozen state, and the already formidable tension in the room became more obvious.

The young actor grabbed the woman by her pony tail with both hands and began bobbing her head in a vulgar display of control that resembled a young Dutch maiden churning butter.

At that point I felt a comforting hand on my arm. I looked down as she slid her hand down onto the back of mine and clasped it. She was looking at me with glazed eyes, glistening with desire. Her breathing was shallow as my eyes became drawn to the inside of her partially exposed breast. She pulled my hand toward her and placed my index finger in her mouth and pursed her lips around it slowly and gently -- drawing her cheeks in with my finger then pulling it out with her hand. She continued to watch me with a self-assuredness in her eyes, which were framed by the now crimson skin of her face.

And now... Now, she lay before me in the center of the bed -- wearing only panties that I never before believed I would see on her. The moonlight flooded through the basement window, draping her curves in its bluish light.

I crawled across the bed to her and she guided me down so I lay on my back. Straddling me in reverse with her powerful legs, she lowered herself onto my face. I began massaging her mound through the panties with my mouth and tongue. She was leaning forward slightly and supporting herself with her hands on my hips. I pulled the panties to the side and she pulled away from my mouth to allow me this, then lowered herself back down. Her fleshy cleft was warm and wet, and I spread her behind to expose her, and to allow my tongue to explore her fully.

I wet two of my fingers and eased them inside of her as I alternated sucking and tonguing just under her opening. She began to gently rock then rotate her hips, and I heard an "Uuuhhhnnn" sound escape her mouth. The outside of my mouth was now covered with her juice...

With no warning, she leaned forward and I felt a warm, moist sensation cloak my manhood and my mouth involuntarily fell open. Her heavy breasts lay on my abdomen as she began bobbing her head up and down. All the way up and dancing her tongue on my crown, then sucking all the way down until her lips were at my base. She increased her tempo with inspiration as loud slurping noises that filled the room. The feeling was overwhelming to the point that the periphery of my vision began to close and it looked as though I was looking through a tunnel. I began moving my fingers between her slick, inner walls with a renewed vigor that seemed to energize her own movements.

Here I was with the most bawdy view of my friend's mother, and although I could not see her face, her actions had me on the edge of consciousness.

In a burst of passion I grabbed her hips and smashed my face to her sex lips with force and began sucking and tonguing her folds with abandon. She paused halfway through one of her descents, and she let out an "Uuuhhhuuuuhhh!" in a voice I had never heard from her before. Then after realizing that my relentless attack was not to cease, I heard her utter, "Oh my God" in a low, solemn tone.

She tried to pry one of my hands from her hip and failed... "Oh my God" -- again in a slightly urgent voice. Then she reached her hand over her backside and pushed my forehead away until the contact had been broken. She removed herself from her exposed position and stepped onto the floor where she promptly removed her panties. When the moonlight hit her face, I could see that she was deeply flushed and a light sheen of sweat adorned her face and upper chest. Without making eye contact, she knelt back onto the bed and straddled my hips, facing me, and grabbing a hold of my rigid, glistening member she guided it to her opening then placed both hands on my chest as she lowered her ample bottom down until I was completely engulfed.

The sensation of her damp heat enveloping my aching probe led to an unexpected "Ooohhh" come out of my mouth. She smiled at me with a knowing, motherly smile and her sweaty, pink face glowed. She did not move. And I stared in awe at her wide hips curving inward at the waist, around to her marvelous breasts -- while loose strands of hair clung to her sweaty neck. She leaned forward and engaged my mouth with hers in a slow kiss as her breasts rest across my chest, with her protruding nipples pressing out from their centers.

My arousal began to peak and I breached her lips with my tongue and explored the inside of her mouth. With that, she raised her hips from mine, drawing her hot sex along the length of my shaft to its tip, then lowering herself on me, impaling herself once again. She continued this motion with sensual, methodical precision. I grabbed her hips and drove hard into her several times and she moaned in my mouth. Then as I stopped to catch my breath, she resumed her deliberate assault on my staff.

I knew I could not take much more of this treatment, and after three more descents I felt my desire concentrated into a dull ache that emerged in my groin.

"Miss Tanner, I'm not going to last much longer."

She halted herself in mid-stroke and gently pulled herself off me -- this, in itself, almost bringing me over the edge. She sat back down, pinning my member between my lower abdomen and her humid mound. Then she held herself directly over me with her arms, straight, on either side of my head.

"So." She said, smiling again. "Is there anything else you want to try?"

I couldn't answer -- still in awe over the sight of her breasts suspended just above me and the heat from her essence radiating against me.

She laughed and wiped the sweat from my face with her thumb. "I'm sorry, maybe we should have started a little slower."

On its own, my right hand palmed the weight of her left breast and began to massage it. She looked down at my hand then back at me with a slightly mischievous expression, "You know, the sooner we finish, the sooner we can start again."

"Okay", was all I could say.

With that she unstraddled me and kneeled alongside placing one hand on the bed and reaching her other out toward me. I placed my hand in hers and she pulled me up to my knees and led me behind her. Then she placed that hand onto the bed and raised her hips up before me so that she was on all fours. I placed one hand on the left side of her grand bottom and felt underneath and between her legs to get my bearings. My right hand found her wet, hairy mound, and I ran my fingers along her central cleft.

I had only done this once with a girl and the thought of doing this to my best friend's mother -- to Miss Tanner -- had me throbbing. I pressed the end of my hardness against her soft mound and pushed forward until it began to ease in. Miss Tanner was motionless as if concentrating on my progress. I felt pressure as I continued to move my hips toward and then she accepted me fully. I slid all the way in until my hips met her heart-shaped bottom. The feeling was glorious as I absorbed the sight of my erection penetrating her in this manner.

I grasped her hips and withdrew slowly, then penetrated her completely once again. I noticed that the pale skin on her back began to flush and she lowered her head. I quickened my pace and my hips and lower abdomen began making a deep, slapping sound that echoed off the walls of the empty room.

I began pulling her toward me as I thrusted into her deeply, making a sharp report with every contact. A slurping suction sound filled the room as I continued my relentless assault on her backside and she let out an "Oooohh" like a cat meowing.

I began to slow my pace, forcing her to absorb every inch of my penetration, and I was transfixed by the sight of my manhood disappearing deep within her. On impulse, I wet my middle finger and rubbed Miss Tanner's vacant aperture and she raised her head off the mattress, but didn't utter a sound.

I pressed my finger against the forbidden treasure and, ever so slowly, the aperture accepted my finger a fraction at a time. My erection was half inside of her as I concentrated on my new exploration, working my digit back and forth, back and forth, placing it further inside of her a little at a time. She began meeting my advancements with her bottom, rocking back into me then pulling away. Soon she was absorbing my finger and my erection together at once and I braced myself as she drove herself onto them repeatedly with vigor. She was silent throughout, but as she continued her pace, the flushed area of her back returned in a deep rouge and she rose up to all fours again, slamming her backside into me.